Terms of Service

MILLIE, PBC

Last Updated: October 30, 2019

BY USING THE WEBSITE MILLIEGIVING.COM, RELATED SUBDOMAINS AND THE RELATED MILLIE MOBILE APPLICATIONS (THE “SITE”) AND RELATED SERVICES (THE “SERVICES”), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF THE SERVICES OF MILLIE, PBC. (THE “COMPANY” OR “MILLIE” HEREIN), INCLUDING BUT NOT LIMITED TO THE SUBMISSION OF FUNDS TO A DONOR ADVISED FUND FOR CONTRIBUTION TO ONE OR MORE CHARITABLE ORGANIZATIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS THE SITE OR USE THE SERVICE.

Welcome

Subject to the terms of this Agreement, Millie will provide you with access to and use of the Site and the Services. Your use of the Site shall be deemed to be your agreement to abide by this Agreement including any materials available on the Site incorporated by reference herein, including but not limited to Millie’s Privacy Policy. For reference, a Definitions section is included at the end of this Agreement.

1. Services

Millie offers its Site and Services as a platform to allow individuals to contribute monetary donations to a donor advised fund (the “Fund”) and to request that the Fund contribute specified amounts to one or more charitable organizations (“Charities”). Millie is not a broker, financial institution, creditor, charity or 501(c)(3) organization. Millie does not provide financial, legal, tax or other professional advice. Before making any decisions regarding charitable donations, you should consult with your financial, legal, tax or other professional advisors as appropriate. You acknowledge that all information and content accessed by you using the Site is at your own risk. You, as a donor, must make the final determination as to the value and appropriateness of contributing to a Charity. All donations are at your own risk, and you are responsible for understanding how your money will be used and the tax treatment of such donations. Although there are no fees to register for an account on the Site, when contributing money to the Fund, industry-standard transaction fees apply and will be deducted from the total donation amount. For a further description of these fees, please visit https://milliegiving.com/faqs.

2. Content; Privacy & Security; Disclosure

Millie has no control over the conduct of or information provided by a Charity. Millie expressly disclaims any liability or responsibility for such conduct or information, and the outcome or success of the Charity. Millie’s Privacy Policy may be viewed at https://milliegiving.com/privacy-policy. Millie reserves the right to modify its Privacy Policy in its reasonable discretion from time to time.

3. General Data Protection Regulation (GDPR) Compliance

If you are a resident of or are located in the European Union or European Economic Area (“EEA”), you may also have certain rights under the General Data Protection Regulation (“GDPR”). Personal information (“Personal Data”) you provide on the Site is only collected with your consent, and is subject to the terms of Millie’s Privacy Policy.

4. License Grant & Restrictions

Millie hereby grants you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Site and the Services, solely for your own internal, non-commercial purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Millie and its licensors. You may not access the Site or the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, reverse engineering, or other competitive purposes. You shall not:

(a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Site or the Services in any way;

(b) modify or make derivative works based upon the Site;

(c) embed the Site as a frame from within another application;

(d) reverse engineer or access the Site in order to (i) build a competitive product or service, (ii) build a product using ideas, features, functions or graphics that are similar to those related to the Site, or (iii) copy any ideas, features, functions or graphics of the Site;

(e) send to or store on the Site any material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

(f) interfere with or disrupt the integrity, security or performance of the Site or the data contained therein, or Millie’s servers or networks;

(g) attempt to gain unauthorized access to the Site or its related systems or networks;

(h) take any action that imposes an unreasonably or disproportionately large load on Millie’s infrastructure;

(i) use the Site or the Services for any unlawful purpose;

(j) solicit others to perform or participate in any unlawful acts;

(k) violate any local, provincial, state, federal or international rules, regulations, laws or ordinances; or

(l) provide any information to Millie that is false or misleading, that attempts to conceal your identity or that you do not have the right to disclose.

Millie shall be entitled to adjust the scope of the Site, the Services and the underlying technical infrastructure to reflect the continuing development of the Site, the Services and technical advances. Millie reserves the right to terminate your use of the Site and the Services or any related website for violating the terms and conditions herein.

5. Your Responsibilities

You are responsible for all of your activity on the Site and for all activity occurring under your User Accounts, and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Site and the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Millie immediately of any unauthorized use of any password or account used for access to the Site or the Services, or any other known or suspected breach of security related to the Site or the Services; (ii) not provide false identity information to gain access to or use the Site or the Services; (iii) not use the Site or the Services to defame, abuse, harass, threaten or otherwise violate the legal right of others; (iv) not publish, post, upload, email, distribute or disseminate any defamatory, misleading, infringing or unlawful content; and (v) not collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations.

You are solely responsible for all text, logos and images (“Customer Content”) you provide to the Site or otherwise in connection with your use of the Services. Millie does not own any Customer Content provided by you hereunder, provided that you hereby grant Millie a worldwide, royalty-free, non-exclusive right to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Content for the sole purpose of providing the Site and the Services.

6. Intellectual Property Ownership

You acknowledge that the Site may contain proprietary information of Millie and its licensors, and that such information may be protected by applicable intellectual property laws. Millie (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Millie technology and the Site, and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Site or the Services, and any aggregated metrics, data and trends compiled by Millie. The Millie name, the Millie logo, and the product and service names associated with the Site, the Services and Millie Content are trademarks of Millie or third parties, and no right or license is granted to use them hereunder. The Site (and work product provided as a result of the use of the Services) may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. In addition, unless otherwise specified in a separate written agreement between you and Millie, all content published on the Site belongs to Millie and/or its licensors under applicable copyright law.

7. Billing and Account Information

If you register for a Millie account (a “User Account”), you will be required to provide Millie with complete and accurate user information, including but not limited to current credit card information for at least one credit card that you are authorized to use. Your credit card information will be stored and used by Millie’s third party payment processor, and you acknowledge that by contributing a donation, you are agreeing to any and all applicable terms set forth by our payment partner(s) (currently, Stripe, Inc.) in addition to these Terms of Service. By registering for a User Account and providing this information, you authorize Millie or its designated agent to bill your credit card for the applicable fees associated with your use of the Site and the Services, including but not limited to requested donations and related transaction fees. By continuing to use the Site and the Services, you reaffirm that Millie or its designated agent has the right to bill your credit card for the requested donations and applicable fees. You agree to reimburse Millie for any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us in connection with collecting any amount that is not paid when due.

Each of Millie and the Fund reserves the right to refuse any donation request submitted by you. In the event that Millie or the Fund refuses such a donation request, Millie will notify you by contacting you at the e-mail and/or billing address associated with your User account.

8. Representations & Warranties; Availability; Support

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you (a) are an individual who is at least 18 years of age; (b) have not falsely identified yourself nor provided any false information to gain access to the Site; (c) will provide current, complete and accurate payment and account information in connection with your use of the Site; and (d) will promptly update your account information and other user information, including but not limited to your email address and credit card information, so that Millie may facilitate your requested donations and contact you as needed.

Millie represents and warrants that it will provide the Site and perform the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. Millie will use commercially reasonable efforts to cause the Site to be available twenty-four (24) hours per day, seven (7) days a week, three hundred and sixty-five (365) days per year, outside of scheduled downtime for maintenance and upgrades and extraordinary circumstances or causes beyond our control (such as fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, labor difficulties, generalized internet interruptions (through denial of service, worms, telecommunications problems or the like)) but does not guarantee, represent or warrant such availability. Millie, from time to time, may make enhancements or upgrades to the Site and/or Services which result in the Site and/or Services being unavailable, which Millie shall take reasonable steps to schedule so as to minimize the unavailability of the Site and/or Services and customer inconvenience.

9. Disclaimer of Warranties

MILLIE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE, THE SERVICES OR ANY CONTENT. MILLIE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SITE OR THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, LEADS OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVER(S) THAT MAKE THE SITE AND THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND MILLIE, THE SITE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN AS IS BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MILLIE AND ITS LICENSORS. MILLIE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE TRANSACTIONS (INCLUDING BUT NOT LIMITED TO CHARITABLE DONATIONS) SOUGHT TO BE EFFECTED THROUGH YOUR USE OF THE SITE, INCLUDING BUT NOT LIMITED TO THE TAX TREATMENT THEREOF.

10. Indemnification

You shall indemnify and hold Millie, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your use and access of the Site and the Services, by you or any person using your User Account and password; and (b) a claim arising from the breach by you of this Agreement.

11. Internet Delays

MILLIE’S SITE AND THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MILLIE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

12. Limitation of Liability

IN NO EVENT SHALL MILLIE’S AGGREGATE LIABILITY PURSUANT TO THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY YOU TO MILLIE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. EXCEPT IN CONNECTION WITH YOUR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE UNDER THIS AGREEMENT TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SITE OR THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

14. Local Laws and Export Control

The Site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other applicable countries. You acknowledge and agree that the Site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or any other applicable country maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and other applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Millie and its licensors make no representation that the Site is appropriate or available for use in other locations. If you use the Site from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.

15. Notice

Millie may give notice by means of an electronic mail to your e-mail address on record in Millie’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Millie’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Millie (such notice shall be deemed given when received by Millie) at any time by any of the following: letter to Millie delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Millie, in either case, addressed to the attention of: President.

16. Modification to Terms

Millie reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Site and/or the Services at any time, effective upon posting of an updated version of this Agreement on the Site. You are responsible for regularly reviewing this Agreement. Continued use of the Site and/or the Services after any such changes shall constitute your consent to such changes.

17. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Millie but may be assigned without your consent by Millie to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, consolidation, stock sale or similar. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Millie directly or indirectly owning or controlling 50% or more of you shall entitle Millie to terminate this Agreement for cause immediately upon written notice.

18. General

This Agreement shall be governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement, the Site or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Millie as a result of this Agreement or use of the Site or the Services. The failure of Millie to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Millie in writing. This Agreement comprises the entire agreement between you and Millie with respect to your use of the Site and the Services, and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

19. Definitions

As used in this Agreement now or hereafter associated herewith:

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

“User(s)” means you, your employees, representatives, consultants, contractors or agents who are authorized to use the Site and/or the Services, and/or have been supplied user identifications and passwords by you (or by Millie at your request).

Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to [email protected].